Covidence

VERITAS HEALTH INNOVATION LTD ACN 600 366 274


TERMS OF SERVICE


INTRODUCTION

 

Vertitas Health Innovation Ltd, an Australian not-for-profit company, provides the Covidence online systematic review platform. Use of Covidence is subject to these Terms of Service.

 

Covidence is a collaboration between Cochrane and the team of systematic reviewers, designers and software developers that developed the ReGroup and EROS software prototypes with support from The Alfred Hospital, Monash University, National ICT Australia, University College London and Instituto de Effectividad Clinica y Sanitaria.

 

Veritas Health Innovation Ltd believes in the power of open scientific data. Data used in Covidence may become available to the wider Covidence user base and scientific community in accordance with these Terms of Service.

1               definitions

1.1           The following terms are used regularly throughout these Terms of Service and have a particular meaning:

(a)            ABN means Australian Business Number.

(b)            Agreement means these Terms of Service.

(c)             Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.

(d)            Company means Veritas Health Innovation Ltd ABN 41 600 366 274.

(e)            Confidential Information means any written or verbal information that:

i                 A party informs the other party that it considers it confidential and/or proprietary;

ii                A party would reasonably consider to be confidential in the circumstances; and

iii               Is personal information within the meaning of the Privacy Act.

but does not include information that a party can establish:

iv              Was in the public domain at the time it was given to that party;

v               Became part of the public domain, without that partyÕs involvement in any way, after being given to the party;

vi              Was in party's possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or

vii             Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.

(f)              Covidence means the ÒCovidenceÓ online systematic review platform accessible to Users via covidence.org.

(g)            General Conditions means the terms and conditions set out in the section of this Agreement entitled ÒGeneral ConditionsÓ.

(h)            GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(i)              Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property;

(j)              Intellectual Property Rights means, for the duration of the rights in any part of the world, any Moral Rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.

(k)             Moral Rights means:

i                 Moral rights pursuant to the Copyright Act 1968 (Cth);

ii                Or any rights analogous to the rights set out in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended from time to time).

(l)              Privacy Policy means the CompanyÕs privacy policy as updated from time-to-time, which can be found at http://www.covidence.org/privacy

(m)           Privacy Act means the Privacy Act 1989 (Cth).

(n)            Review means a systematic review created in Covidence.

(o)            Review Data means data used in Reviews that is uploaded or input into Covidence by the User, but does not include derivative data (such as analytics).

(p)            Review Owner has the meaning given to it in 2.2(b).

(q)            Review Member has the meaning given to in clause 2.2(b).

(r)              Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(s)             User means any registered user of Covidence.

1.2           The following rules apply unless the context requires otherwise:

(a)            Headings are only for convenience and do not affect interpretation.

(a)            The singular includes the plural and the opposite also applies.

(a)            If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

(b)            A reference to a clause refers to clauses in this Agreement.

(c)            A reference to legislation is to that legislation as amended, re_enacted or replaced, and includes any subordinate legislation issued under it.

(d)            Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.

(e)            A reference to a party to this Agreement or another agreement or document includes that partyÕs successors and permitted substitutes and assigns (and, where applicable, the partyÕs legal personal representatives).

(f)              A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.

(g)            A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.

2               using covidence

2.1           General Use and Access

(a)            Covidence may be used by any person that registers as a User (by way of provision of all information, including valid email address, required by the Company) and pays any applicable Fees, subject to the CompanyÕs ongoing right under these Terms of Service to limit or restrict access to Covidence in its absolute discretion.

(b)            The User agrees to use Covidence in accordance with any instructions provided by the Company within Covidence and/or on covidence.org.

2.2           Features & Users

(a)            Covidence primarily enables a User to create Reviews, which includes (without limitation):

i                 Input Ð upload of references, titles, abstracts and documents.

ii                Selection - annotating, linking, including and excluding items.

iii               Management Ð manage User roles with respect to a Review, grant User permissions for Review tasks, manage and resolve conflicts with respect to the inclusion or exclusion of Review items.

iv              Production Ð produce and share Reviews.

v               Storage & Access Ð store and access current and competed Reviews.

(b)            The User shall be able use Covidence as:

i                 Review Owner Ð the User that owns and controls the Review

ii                Review Member Ð a User to whom tasks are delegated on a Review

iii               Any other role made available via Covidence from time-to-time

(c)             Use of Covidence does not imply or acknowledge any Intellectual Property Rights with respect to any Review for any User, whether as a Review Owner or a Review Member, and the User agrees that any hierarchy of users is merely for user management within Covidence.

(d)            The Review Owner is responsible for the conduct of its Review Members within Covidence. The Company makes no warranty that it can undo, recomplete or otherwise rectify any error caused by any User authorised to access or work on a Review.

2.3           Support

(a)            The Company shall provide the support services in the manner published on covidence.org and/or notified in writing to the User from time-to-time.

(b)            The Company reserves the right to require the payment of reasonable fees for non-standard support requests prior to the provision of such support.

3               Paying for covidence

3.1           Fees

(a)            The fees to use Covidence shall be the fees published on covidence.org and/or notified in writing to the User from time-to-time.

(b)            Unless agreed otherwise in writing, the User agrees to provide a credit card through Covidence, which will be charged annually in advance for all Fees due.

(c)             The Company reserves the right to introduce or change any Fees from time-to-time by giving the User no less than 14 daysÕ written notice. Any new or changed Fees will commence at the next billing period after the User has been given such notice.

(d)            If a User does not accept a change to any Fees, then it can simply terminate its use of Covidence.

(e)            Covidence may provide credits, free access or other incentives to some or all of its Users from time-to-time in its absolute discretion.

3.2           Currency.

All Fees are quoted in US dollars however transactions may be processed in an equivalent foreign currency (such as Australian dollars or British pounds).

3.3           GST.

For Customers in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the Customer with a Tax Invoice for any payments.

3.4           Refunds.

No refunds of Fees are offered other than as required by law.

3.5           Late Payment.

(a)            If the User does not pay the full Fees as required, the Company may suspend the UserÕs access to Covidence.

(b)            If Fees are not brought out of arrears within 28 days of becoming overdue, the Company may terminate the UserÕs account in Covidence without further notice and end this Agreement.

3.6           The User agrees that the Company shall not be responsible or liable in any way for:

(a)            Interruptions to the availability of Covidence in the event of 3.5(a);

(b)            Loss of Review Data in the event of 3.5(b).

4               REVIEW DATA

4.1           Subject to any third-party Intellectual Property Rights and consistent with the CompanyÕs scientific intent, the Company may share the information in Review Data available to other Covidence user and other relevant bodies in the scientific community. Without limitation, the Company may:

(a)            Make Review Data available to other Covidence users, and non-Covidence users, on a free and/or paid basis; and

(b)            Aggregate and incorporate Review Data as part of new data sets, and make those data sets available on a free and/or paid basis.

4.2           In accordance with clause 4.1, the User grants the Company a perpetual, royalty-free and worldwide license to use Review Data for commercial and non-commercial purposes.

4.3           The input and output formats to transfer data in and out of Covidence are limited to those available from time-to-time. It is the UserÕs responsibility to ensure that those formats are appropriate for the UserÕs needs.

4.4           Due to the nature of Covidence as a SaaS platform (see clause 5.3) the User agrees that:

(a)            The User (and not the Company) is solely responsible for the regular export of its Review Data as a backup mechanism; and

(b)            The Company cannot guarantee the availability of Covidence at all times, including due to the dependencies set out in clause 5.8, and therefore the Company cannot be liable for User not being able to access Covidence, despite the CompanyÕs efforts to ensure ongoing availability.

4.5           The Company accepts no liability for the content of Review Data.

4.6           The User is responsible for the accuracy, quality and legality of any content uploaded by the User, and the UserÕs acquisition of it, and the users that create, access and/or use Review Data.

4.7           The Company shall not access, use, modify or otherwise deal with Review Data except where required by compulsion of law or upon the UserÕs authority (such as to provide support for Covidence).

4.8           The Company reserves the right to prevent the publication of any Review or Review Data where the Company has formed the reasonable opinion that doing so would be a breach of any third-party Intellectual Property Rights.

5               General conditions

5.1           Licence

(a)            By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use Covidence for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.

(b)            The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.

(c)             The Company may revoke or suspend the UserÕs licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User or any of its users.

5.2           Modification of Terms

(a)            The terms of this Agreement may be updated by the Company from time-to-time.

(b)            Where the Company modifies the terms, it will provide the User with written notice, and the User will be required to accept the modified terms in order to continue using Covidence.

5.3           Software-as-a-Service

(a)            The User agrees and accepts that Covidence is:

i                 Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ÔlocallyÕ from the UserÕs systems; and

ii                Managed and supported exclusively by the Company from the Company servers and that no Ôback-endÕ access to Covidence is available to the User unless expressly agreed in writing.

(b)            As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Covidence.

(c)             The Company shall not exercise its rights under clause (b) in a manner that would intentionally cause the User to lose access to Review Data or fundamentally decrease the utility of Covidence to the User, other than in accordance with the terms of this Agreement.

5.4           Use & Availability

(a)            The User agrees that it shall only use Covidence for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.

(b)            The User is solely responsible for the security of its username and password for access to Covidence. The User shall notify the Company as soon as it becomes aware of any unauthorised access of its Covidence account.

(c)             The User agrees that the Company shall provide access to Covidence to the best of its abilities, however:

i                 Access to Covidence may be prevented by issues outside of its control; and

ii                It accepts no responsibility for ongoing access to Covidence.

5.5           Privacy

(a)            The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for data that it collects about the User and users.

(b)            The Privacy Policy does not apply to how a User handles personal information.  It is the UserÕs responsibility to meet the obligations of the Privacy Act by implementing a privacy policy in accordance with law.

(c)             the Company makes no warranty as to the suitability of Covidence in regards to the UserÕs privacy obligations at law or contract, and it is the UserÕs responsibility to determine whether Covidence is appropriate for the UserÕs circumstances.

(d)            The Covidence website may use cookies (a small tracking code in your browser) to improve a UserÕs experience while browsing, while also sending browsing information back to the Company. The User may manage how it handles cookies in its own browser settings.

5.6           Data

(a)            Security.  the Company takes the security of Covidence and the privacy of its Users very seriously.  The User agrees that the User shall not do anything to prejudice the security or privacy of the CompanyÕs systems or the information on them.

(b)            Transmission.  the Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards.  It is up to the User to ensure that any transmission standards meet the UserÕs operating and legal requirements.

(c)             Storage. Data that is stored by the Company shall be stored according to accepted industry standards.

(d)            Backup.  The Company shall perform backups of its entire systems in as reasonable manner at such times and intervals as is reasonable for its business purposes.  The Company does not warrant that it is able to backup or recover specific Review Data from any period of time unless so stated in writing by the Company.

5.7           Intellectual Property

(a)            Trademarks. The Company has moral, unregistered and registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.

(b)            Proprietary Information.  The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally.  The User warrants that it shall not infringe on any third-party rights through the use of Covidence.

(c)             The Covidence Application.  The User agrees and accepts that Covidence is the Intellectual Property of the Company and the User further warrants that by using Covidence the User will not:

i                 Copy Covidence or the services that it provides for the UserÕs own commercial purposes; and

ii                Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Covidence or any documentation associated with it.

(d)            Content.  All content (with the exception of Review Data) remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, aggregations, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Covidence.

5.8           Disclaimer of Third Party Services & Information

(a)            The User acknowledges that Covidence has dependencies on third-party services, including but not limited to:

i                 Banks, credit card providers and/or Bpay;

ii                Telecommunications services;

iii               Hosting infrastructure services;

iv              Email services; and

v               Analytics services.

(b)            The User agrees that the Company shall not be responsible or liable in any way for:

i                 Interruptions to the availability of Covidence due to third-party services; or

ii                Information contained on any linked third party website.

5.9           Liability & Indemnity

(a)            The User agrees that it uses Covidence at its own risk.

(b)            The User acknowledges that the Company is not responsible for the conduct or activities of any user and that the Company is not liable for such under any circumstances.

(c)             The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the UserÕs use of or conduct in connection with Covidence, including any breach by the User of these Terms.

(d)            In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the UserÕs access to, or use of, or inability to use Covidence, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.

(e)            Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified.  Apart from those that cannot be excluded, the Company and the CompanyÕs related entities exclude all conditions and warranties that may be implied by law.  To the extent permitted by law, the CompanyÕs liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the CompanyÕs option to:

i                 The re-supply of services or payment of the cost of re-supply of services; or

ii                The replacement or repair of goods or payment of the cost of replacement or repair.

5.10        Termination

(a)            The User may terminate this Agreement by giving the Company written notice.

(b)            The Company may terminate this Agreement by giving the User 7 daysÕ written notice.

(c)             Termination of this agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.

(d)            Termination does not affect any of the rights accrued by a party prior to termination, and the rights and obligations under clauses 5.8, 5.11 and 5.12 survive termination of this Agreement.

5.11        Dispute Resolution

(a)            If any dispute arises between the the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:

i                 Includes or is accompanied by full and detailed particulars of the Dispute; and

ii                Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.

(b)            Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) parties must meet (virtually or otherwise) and seek to resolve the Dispute.

(c)             Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.

(d)            Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.

(e)            Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

5.12        Electronic Communication, Amendment & Assignment

(a)            The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.

(b)            The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement.  the Company will notify the User of a change of details from time-to-time.

(c)             The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the UserÕs responsibility to update its contact details as they change.

(d)            A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.

(e)            Notices must be sent to the partiesÕ most recent known contact details.

(f)              The User may not assign or otherwise create an interest in this Agreement.

(g)            The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.

5.13        General

(a)            Special Conditions. The parties may agree to any special conditions to this Agreement in writing.

(b)            Prevalence. To the extent this Agreement is in conflict with, or inconsistent with, the terms of any other Agreement between the Company and the User, or any special conditions made under this Agreement, as relevant, the terms of those other agreements or special conditions shall prevail.

(c)             Disclaimer.  Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

(d)            Relationship.  The relationship of the parties to this Agreement does not form a joint venture or partnership.

(e)            Waiver.  No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

(f)              Further Assurances.  Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

(g)            Governing Law.  This Agreement is governed by the laws of Victoria, Australia.  Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

(h)            Severability.  Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.